Exhibit
10.8


 


REDEMPTION AGREEMENT


 


THIS REDEMPTION AGREEMENT (the “Agreement”) is made as of the 14th day of May,
2004, by and between LD HOLDINGS, INC., a Delaware corporation (“LDH”)
and LAZY
DAYS R.V. CENTER, INC., a Florida corporation and wholly owned
subsidiary of LDH (“Lazy Days”, and together with LDH,
collectively referred to herein as the “Companies”).  All capitalized terms used but not otherwise defined herein shall
have the meaning set forth for such terms in the Purchase Agreement (as defined
below).


 


RECITALS


 


WHEREAS,
on April 27, 2004, the Companies, RV Acquisition Inc., a Delaware
corporation (the “Buyer”), the Employee Stock Ownership Plan
and Trust for the Employees of Lazy Days (the “ESOP”), the other
stockholders of LDH (other than the ESOP) listed on the signature pages to the
Purchase Agreement (each a “Seller” and collectively, the “Sellers”) and Oakridge Consulting, Inc.,
solely as agent for the Sellers, entered into that certain Stock Purchase
Agreement (the “Purchase Agreement”), pursuant to which the Buyer has agreed
to purchase from the ESOP and the Sellers all of their respective shares of
capital stock of LDH (other than the Sellers Contributed Shares and the Wallace
Contributed Shares) (the “Transaction”);
and


 


WHEREAS, as of the date hereof, Lazy Days
owns beneficially and of record 13,993.8552 shares of Class A Common Stock,
$0.01 par value per share, of LDH and 154.1804 shares of Class C Common Stock,
$0.01 par value per share, of LDH (collectively referred to herein as the “Redeemed
Shares”); and


 


WHEREAS,
in connection with the Transaction, LDH desires to purchase and redeem, and
Lazy Days desires to sell and surrender for redemption, the Redeemed Shares.


 


NOW,
THEREFORE, in consideration of the mutual covenants
and agreements set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


 


1.                                       Redemption of Shares. 
Lazy Days hereby sells, assigns, transfers, and delivers to LDH, and LDH
hereby purchases and redeems, the Redeemed Shares, free and clear of all
claims, liens, encumbrances, security interests, options and rights of third
parties whatsoever.


 


2.                                       Redemption Price. 
The redemption price for the Redeemed Shares is one dollar ($1.00) (the
“Redemption
Price”), the receipt
and sufficiency of which is hereby acknowledged.


 


3.                                       Representations and Warranties of the Parties. 
Each party hereto represents and warrants that it has the full right,
power and authority to enter into this Agreement and carry out the transactions
contemplated hereby.


 

















 


4.                                       Miscellaneous.


 


(a)                                  Further Assurances.  Each party will execute and deliver such
documents and take such other actions as the other party may reasonably request
in order to consummate the transactions contemplated by this Agreement and
otherwise accomplish the purposes of this Agreement.


 


(b)                                 Notices.  Any notice to the parties hereunder shall be in writing and shall
be deemed sufficiently given if (i) given by personal delivery, (ii) mailed by
U.S. registered or certified mail, postage prepaid, or (iii) sent by overnight
air-courier service, in each case addressed to the applicable party at its
principal offices.


 


(c)                                  Governing Law.  This Agreement shall be governed in accordance
with the internal laws of the State of Delaware, without giving effect to
principles of conflicts of law.


 


(d)                                 Counterparts.  This Agreement may be executed in separate
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


 


(e)                                  Headings.  Section and other headings in this
Agreement are inserted solely as a matter of convenience and for reference, and
are not a part of this Agreement.


 


 


[Remainder of Page Intentionally
Left Blank]


 


2

















 


IN
WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  LD HOLDINGS, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Thibault

  	
   

  
	
   

  	
  Name:

  	
  Charles Thibault

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAZY DAYS’ R.V. CENTER, INC., a Florida
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Thibault

  	
   

  
	
   

  	
  Name:

  	
  Charles Thibault

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
						



 


 


[Signature Page to Redemption Agreement]